Finward Bancorp (FNWD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 22, 2025, to be held virtually, with shareholders able to vote online or by proxy on key proposals.

• Four directors are up for election to serve three-year terms expiring in 2028.

• Shareholders will vote on the approval of the 2025 Omnibus Equity Incentive Plan, ratification of the external auditor, and a non-binding advisory vote on executive compensation.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include election of four directors, approval of the 2025 Omnibus Equity Incentive Plan, ratification of Forvis Mazars, LLP as auditor, and a say-on-pay advisory vote.

• Majority of votes cast is required for approval of the Omnibus Plan and auditor ratification; plurality for director elections.

• Shareholder proposals for the 2026 meeting must be submitted by December 11, 2025.

Board of directors and corporate governance

• Board will reduce from 11 to 10 members after the meeting due to a planned retirement and rebalancing of director classes.

• Board diversity matrix shows 4 female and 7 male directors, with representation across several demographic backgrounds.

• All directors except the CEO are independent; key committees are composed solely of independent directors.

• Board leadership is separated between an independent Chairman and the CEO.

• Committees include Audit, Compensation and Benefits, Nominating and Corporate Governance, and Risk Management and Compliance.